This chapter provides a comparison of the different methods for converting SAFEs with Cap in an equity financing, for both pre-money and post-money SAFEs, based on the valuations of the different holdings that result. It then analyzes the process of funding as a game among three players: the founders, the SAFE investor, and the equity investor. It is shown that when the players have clarity about the interpretation of pre-money valuation and the different accounting views, the outcomes are essentially equivalent. This analysis is then applied to consider conversion methods that do not demonstrate this clarity, for which the results are more complicated. The chapter also considers a more aggressive gaming of SAFE conversion by the founders and new investor: it is shown that by splitting the new investors’ money across two equity rounds, it is possible for the SAFE investor to be significantly disadvantaged, to the benefit of the founders.

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Game-Theoretic Aspects of SAFE Conversion

  • Ron van der Meyden,
  • Michael J. Maher

摘要

This chapter provides a comparison of the different methods for converting SAFEs with Cap in an equity financing, for both pre-money and post-money SAFEs, based on the valuations of the different holdings that result. It then analyzes the process of funding as a game among three players: the founders, the SAFE investor, and the equity investor. It is shown that when the players have clarity about the interpretation of pre-money valuation and the different accounting views, the outcomes are essentially equivalent. This analysis is then applied to consider conversion methods that do not demonstrate this clarity, for which the results are more complicated. The chapter also considers a more aggressive gaming of SAFE conversion by the founders and new investor: it is shown that by splitting the new investors’ money across two equity rounds, it is possible for the SAFE investor to be significantly disadvantaged, to the benefit of the founders.